Form 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 2004.
( ) Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File No: 000-30023
OSK CAPITAL III CORP.
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(Name of small business in its charter)
Colorado 84-1491676
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(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
P. O. Box 461029, Glendale, CO 80220
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(Address of executive offices) Zip Code
(303) 394-1187
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(Issuer's telephone number, including area code)
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Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act during
the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes __X__ No _____
Indicate the number of shares outstanding of each of the issuer's classes
of stock, as of the latest practicable date.
Class of Securities Shares Outstanding
at September 30, 2004
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Common Stock, $.001 par value 3,326,000
Transitional Small Business Disclosure Format
Yes _____ No __X__
INDEX
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
(a) The financial statements of registrant for the nine months
ended September 30, 2004, follow. The financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim period presented.
OSK CAPITAL III CORP.
(A Development Stage Company)
FINANCIAL STATEMENTS
Quarter Ended September 30, 2004
CONTENTS
Balance Sheet 1
Statements of Operations 2
Statements of Cash Flows 3
Notes to Financial Statements 4
OSK CAPITAL III CORP.
(A Development Stage Company)
BALANCE SHEET
September 30, 2004
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 416
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Total current assets 416
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TOTAL ASSETS $ 416
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 1,000
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Total current liabilities 1,000
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value;
125,000,000 shares authorized;
3,326,000 shares issued and
outstanding 3,326
Additional paid-in capital 74,895
Deficit accumulated during the
development stage (78,805)
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(584)
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TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 416
=========
The accompanying notes are an integral part of the financial statements.
1
OSK CAPITAL III CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the
period from For the For the For the For the
inception three three nine nine
(March 2, months months months months
1999) to ended ended ended ended
Sept 30, Sept 30, Sept 30, Sept 30, Sept 30,
2004 2004 2003 2004 2003
----------- ---------- ---------- --------- ---------
REVENUES $ - $ - $ - - -
----------- ---------- ---------- --------- ---------
EXPENSES
Selling, general &
administrative 78,805 1,010 - 4,408 175
----------- ---------- ---------- --------- ---------
Total expenses 78,805 1,010 - 4,408 175
----------- ---------- ---------- --------- ---------
NET INCOME/(LOSS) (78,805) (1,010) - (4,408) (175)
Accumulated deficit
Balance, Beginning
of period - (77,795) (73,359) (74,397) (73,184)
----------- ---------- ---------- --------- ---------
Balance,
End of period $ (78,805) $ (78,805) $ (73,359) $ (78,805) $ (73,359)
=========== ========= ========= ========= =========
NET LOSS PER SHARE $ (0.02) $ (NIL) $ (NIL) $ (NIL) $ (NIL)
=========== ========= ========= ======== =========
WEIGHTED AVERAGE NUMBER
OF SHARES
OUTSTANDING 3,287,546 3,326,000 3,316,000 3,326,000 3,316,000
=========== ========== ========== ========= =========
The accompanying notes are an integral part of the financial statements.
2
OSK CAPITAL III CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the period
from inception
(March 2, For the nine For the nine
1999) to months ended months ended
Sept 30, Sept 30, Sept 30,
2004 2004 2003
-------------- ------------ ------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $ (78,805) $ (4,408) $ (175)
Adjustments to reconcile
net loss to net cash flows
from operating activities:
Increase in accounts payable 1,000 962 -
Stock issued for services 60,910 10 -
-------------- ------------ ------------
Net cash flows from
operating activities (16,895) (3,436) (175)
CASH FLOWS FROM
INVESTING ACTIVITIES - - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Shareholder Contributions 10,541 2,113 -
Issuance of common
stock 6,770 - -
-------------- ------------ ------------
Net cash flows from
financing activities 17,311 2,113 -
-------------- ------------ ------------
Net increase (decrease)
in cash and cash
equivalents 416 (1,323) (175)
CASH AND CASH EQUIVALENTS,
Beginning of Period - 1,739 214
-------------- ------------ -------------
CASH AND CASH EQUIVALENTS,
End of Period $ 416 $ 416 $ 39
============== ============ ============
The accompanying notes are an integral part of the financial statements.
3
OSK CAPITAL III CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2004
1. Management's Representation of Interim Financial Information
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The accompanying financial statements have been prepared by OSK Capital
III Corp. without audit pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
as allowed by such rules and regulations, and management believes that the
disclosures are adequate to make the information presented not misleading.
These financial statements include all of the adjustments which, in the
opinionof management, are necessary to a fair presentation of financial
position and results of operations All such adjustments are of a normal
and recurring nature. These financial statements should be read in
conjunction with the audited financial statements at December 31, 2003.
2. Changes in Stockholders' Equity
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On September 14, 2004 the Company amended its Certificate of Incorporation
to increase the number of authorized shares of common stock from 25,000,000
to 125,000,000.
On September 10, 2004, the Company issued 10,000 shares of its $0.001 par value
common stock to an unaffiliated individual for services valued at $10.
There were no other issuances of common stock for the period ended September
30, 2004.
4
Item 2. Management's Discussion and Analysis Of Financial
Conditions and Results of Operations.
Liquidity and Capital Resources
The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or capital
resources or stockholder's equity other than the receipt of net proceeds
in the amount of $17,311 from its inside capitalization funds.
The Company's balance sheet for the period ending September 30, 2004 reflects
a current asset value and a total asset value of $416, in the form of
cash, as compared to $39 in current and total assets as of September 30, 2003.
The Company's business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue
other related activities intended to enhance shareholder value. The
acquisition of a business opportunity may be made by purchase, merger,
exchange of stock, or otherwise, and may encompass assets or a business
entity, such as a corporation, joint venture, or partnership. The
Company has very limited capital, and it is unlikely that the Company
will be able to take advantage of more than one such business
opportunity.
The Company will carry out its plan of business as discussed
above. The Company cannot predict to what extent its liquidity and
capital resources will be diminished prior to the consummation of a
business combination or whether its capital will be further depleted by
the operating losses (if any) of the business entity which the Company
may eventually acquire.
Results of Operations
During the period from March 2, 1999 (inception) through September 30,
2004, the Company has engaged in no significant operations other than
organizational activities, acquisition of capital and preparation for
registration of its securities under the Securities Exchange Act of 1934,
as amended. No revenues were received by the Company during this period.
For the current fiscal year, the Company anticipates incurring a
loss as a result of expenses associated with compliance with reporting
requirements and expenses associated with locating and evaluating
acquisition candidates. The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not generate
revenues and may continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.
For the quarter ended September 30, 2004 and 2003, the Company showed
net losses of $1,010 and $0, respectively. From inception the Company has
experienced losses of $78,805, of which $60,910 was settled for shares of
stock in the Company. The increase in net loss is attributed primarily to
timing differences of costs related to the compliance with reporting
standards.
Need for Additional Financing
The Company believes that its existing capital will be sufficient
to meet the Company's cash needs, including the costs of compliance with
the continuing reporting requirements of the Securities Exchange Act of
1934, as amended, for a period of approximately one year. Accordingly, in
the event the Company is able to complete a business combination during
this period, it anticipates that its existing capital will be sufficient
to allow it to accomplish the goal of completing a business combination.
There is no assurance, however, that the available funds will ultimately
prove to be adequate to allow it to complete a business combination, and
once a business combination is completed, the Company's needs for
additional financing are likely to increase substantially.
No commitments to provide additional funds have been made by
management or other stockholders. Accordingly, there can be no assurance
that any additional funds will be available to the Company to allow it to
cover its expenses.
Irrespective of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company
might seek to compensate providers of services by issuances of stock in
lieu of cash.
Item 3. Controls and Procedures
As of the end of the period covered by this report, the Company
conducted an evaluation, under the supervision and with the participation
of the Chief Executive Officer and Chief Financial Officer, of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act").
Based on this evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures
are effective to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms. There
was no change in the Company's internal control over financial reporting
during the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
In September 2004 the Company issued 10,000 shares of the Company's Common Stock
to an unaffiliated individual as compensation for services. The shares were
valued at a total fair market value of $10, or $0.001 per share. The shares have
not been registered under the Securities Act of 1933, as amended, or state
securities laws, and may not be offered or sold in the United States absent
registration with the Securities and Exchange Commission under the Securities
Act, or an applicable exemption therefrom.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
on July 29, 2004, the Company received the written consent, in lieu of a meeting
of stockholders, from the holders of a majority of the Company's outstanding
voting stock, approving an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of common stock from
25,000,000 to 125,000,000. After filing and mailing an Information Statement
on Schedule 14C to all of its stockholders, the Company amended its Certificate
of Incorporation on September 14, 2004.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31.1 Certifications pursuant to Rule 13a-14(a) or 15d-14(a)
under the Securities Exchange Act of 1934, as amended.
32.1 Certifications of Chief Executive Officer and Chief
Financial Officer of the Company, pursuant to 18 U.S.C
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
None
Signatures
Pursuant to the requirements of the Exchange Act of 1934, as amended,
the Registrant has caused this report to be signed on its behalf by
the undersigned duly authorized person.
OSK CAPITAL III CORP.
Date: November 12, 2004 /s/ Deborah Salerno
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By: Deborah Salerno,
Chief Executive Officer
Exhibit 31.1
CERTIFICATIONS
I, Deborah Salerno, certify that:
1. I have reviewed this quarterly report for the period ended September 30,
2004 on Form 10-QSB of OSK Capital III Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer
is made known to us, particularly during the period in which this report is
being prepared. The small business issuer has no consolidated or uncosolidated
subsidiaries;
b) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
By: /s/ Deborah Salerno
Date: November 12, 2004 -----------------------
Deborah Salerno
Chief Executive Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of OSK Capital III Corp(the "Company")
on Form 10-QSB for the quarterly period ending September 30, 2004 (the
"Report"), I, Deborah Salerno, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
1) The Report fully complies with the requirement of Section 13(a) or 15 (d)
of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in all material
respects, the Company's financial position and results of operations.
/s/ Deborah Salerno
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Deborah Salerno
Chief Executive Officer
November 12, 2004